Mar 31, 2015
Dear Shareholders,
The Directors here by present the 30th Annual Report together with the
Audited statements of Accounts for the financial year ended on 31st
March 2015.
OPERATIONS REVIEW:
During the year under review due to financial crisis company has not
carried out any business activities and faces huge set back. So company
not in position to generate any revenue from the operation but due to
some fixed cost company posted Net Loss of Rs.229054/-.
BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF THE
COMPANY'S AFFAIR:
The Company does not have any significant business activity and not
carried out any business during the year under review.
DIVIDEND:
Considering the loss incurred in the current financial year and
accumulated losses, your Directors have not recommended any dividend
for the financial year under review.
TRANSFER TO RESERVES:
The Company has not transferred any amount to Reserves for the period
under review.
SHARE CAPITAL:
The issued, subscribed and paid up capital of the Company is Rs.
108600000/- divided into 18600000 equity shares of Rs 10/- each. There
has been no change in the share capital of the Company during the year.
SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:
The Company does not have any subsidiary, associate companies & joint
ventures.
FIXED DEPOSIT:
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provisions of section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL
POSITION OF THE COMPANY:
No material changes and commitments affecting the financial position of
the company have occurred between the end of financial year to which
the financial statements relate and the date of the Directors' Report.
SIGNIFICANT ORDERS PASSED BY THE REGULATORS, COURTS OR TRIBUNALS
IMPACTING GOING CONCERN AND COMPANY'S OPERATIONS:
To the best of our knowledge, the company has not received any such
orders passed by the regulators, courts or tribunals during the year,
which may impact the going concern status or company's operations in
future.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
MR. VIPUL TRIVEDI was appointed as an Additional Director of the
Company on 20.08.2015 and hold office up to the date of this Annual
General Meeting be and hereby appointed as director of the Company and
whose office liable to retire by rotation. MR. NILESHKUMAR KAVA and MS.
DINABEN GANATRA were appointed on 20.08.2015 and 27.08.2015 as an
Additional Director of the Company and is hereby appointed as an
Independent Director of the Company to hold office for five consecutive
years for a term up to September 28, 2020.
Mr. SANTOSH GANGADHAR MOHITE, Mr. SAYAMAN ANTONY FERNANDES and Mr.
SARJERAO CHAVAN were resigned as a Director of the Company with effect
from 27.08.2015, 27.08.2015 and 20.08.2015 respectively.
Since the Company does not have any significant business activities,
hence the Volume and Scope of work for the Company Secretary and Chief
Financial Officer are less and it is not a full time work and the job
of Company Secretary and Chief Financial Officer are not attractive
commensurate with the scope of work and salary.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent
Director under Section 149 (7) of the Companies Act, 2013, that they
meet the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013.
MEETINGS:
Minimum four pre-scheduled Board meetings are held annually. In case of
business exigencies or urgency of matters, resolutions are passed by
circulation. During the year Nine Board Meetings and four Audit
Committee Meetings were convened and held, the details of which are
given in the Corporate Governance Report. The intervening gap between
the Meetings was within the period prescribed under the Companies Act,
2013 and Listing Agreement.
AUDIT COMMITTEE:
The terms of reference of the Audit Committee are in consonance with
the provisions of Section 177 of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
NOMINATION AND REMUNERATION COMMITTEE:
Nomination and Remuneration Committee has been constituted as per the
provisions of Section 178(1) of the Companies Act, 2013 and details
thereof have been furnished in the Corporate Governance Report forming
a part of this Annual Report.
STAKEHOLDERS' RELATIONSHIP COMMITTEE:
The Board of Directors of the Company has re-named Share Holders
Grievance/ Share Transfer Committee as 'Stakeholders Relationship
Committee' in order to align it with the provisions of Section 178 of
the Companies Act, 2013 and details thereof have been furnished in the
Corporate Governance Report forming a part of this Annual Report.
BOARD EVALUATION:
Pursuant to the provisions of the Schedule IV, clause VIII of the
Companies Act, 2013 the Board has carried out an evaluation of its own
performance, the directors individually as well as the evaluation of
the working of its Audit, Appointment & Remuneration Committees. The
performance evaluations of Independent Directors were also carried out
and the same was noted. Independent Directors in their meeting decided
to bring more transparency in their performance and bring more
responsibility while taking any policy decisions for the benefit of the
shareholders in general.
REMUNERATION OF THE DIRECTORS/ KEY MANAGERIAL PERSONNEL (KMP)/
EMPLOYEES:
No Directors/ Key Managerial Personnel are drawing any remuneration.
Hence, the information required pursuant to Section 197 read with Rule
5 (1) (i) of The Companies (Appointment and Remuneration) Rules, 2014
in respect of ratio of remuneration of each director to the median
remuneration of the employees of the Company for the Financial year is
not given.
AUDITORS AND AUDITORS' REPORT:
M/s. RISHI SEKHRI AND ASSOCIATES, Chartered Accountants, Mumbai (Firm
Reg. No. 128216W), in respect of whom the company has received a
Special Notice under section 140(4) of the Act, proposing their
appointment in the place of retiring auditors M/s. Y. D. & Co.,
Chartered Accountants, Ludhiana, (FRN 018846N) and hold office until
the conclusion of the ensuing Annual General Meeting and are eligible
for reappointment.
The observations made by the Auditors' in their Auditors' Report and
the Notes on Accounts referred to in the Auditors' Report are
self-explanatory and do not call for any further comments.
COST AUDITOR AND COST AUDIT REPORT:
Cost Audit is not applicable to your Company.
INTERNAL CONTROL SYSTEMS:
As there is no significant business activities hence there was no
systems set up for Internal Controls.
EXTRACT OF ANNUAL RETURN:
An extract of Annual Return as prescribed under Section 92(3) of the
Companies Act, 2013 ('the Act') and rule 12(1) of the Companies
(Management and Administration) Rules, 2014, in the prescribed Form No.
MGT 9 forming part of this report is annexed herewith
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of
the Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors' Certificate on its compliance is
annexed separately to this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:
The Company has not developed and implemented any Corporate Social
Responsibility initiative under the provisions of Section 135 of the
Companies Act, 2013, read with Rule 9 of Companies (Corporate Social
Responsibility Policy) Rules, 2014, as the said provisions are not
applicable.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, is not required to be given as there
were no employees coming within the purview of this section.
TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 134(3)(m) of the Companies Act, 2013
read with Rule, 8 of The Companies (Accounts) Rules, 2014, are not
applicable to Company, as our Company has not carried out in the
manufacturing activities. The foreign exchange earning on account of
the operation of the Company during the year was Rs. Nil.
DIRECTORS' RESPONSIBILITY STATEMENT:
The Directors' Responsibility Statement referred to in clause (c) of
Sub-section (3) of Section 134 of the Companies Act, 2013, shall state
that:
a) In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation by way of
notes to accounts relating to material departures;
b) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
e) Directors have prepared the accounts on a "going concern basis".
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
Since there are no women employees in the Company hence no comments
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER
DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION)
RULES, 2014:
Pursuant to Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment & Remuneration) Rules, 2014, every Listed
Company mandates to disclose in the Board's Report the ratio of the
remuneration of each director to the permanent employee's remuneration.
However, since there is no permanent employee in the Company, no
disclosure under the said provision has been furnished.
BUSINESS RISK MANAGEMENT:
Since the Company does not have any significant business activities,
hence the Business Risk is at the Minimal Level. Hence, no major risk
factors are envisaged except for: a. Government Policies b. Human
Resource Risk
VIGIL MECHANISM
As the Company does not have any significant business activity, there
was no need to have a Vigil Mechanism Policy.
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SWORD-EDGE COMMERCIALS LIMITED
PLACE: MUMBAI
DATE: 28.08.2015 Sd/-
(VIPUL TRIVEDI)
CHAIRMAN
Mar 31, 2014
Dear Members,
The Directors here by present the Twenty Ninth Annual Report on
business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2014.
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company unable to
generate any revenue from the operation the Company but due to some
fixed cost company suffer net loss of Rs. 173005 for the year ended
31st March, 2014.
The management has taken measures as part of its continuous
improvements to strengthen operations and viability.
DIVIDEND:
In view of present situation, your Directors have not declared any
dividend during the year under review.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
BOARD OF DIRECTORS:
Mr. Sayaman Antony Fernandes was appointed as an Additional Director of
the Company on 05.06.2014 be and hereby appointed as director of the
Company and whose office liable to retire by rotation. Mr. SARJERAO
CHAVAN and Mr. SANTOSH GANGADHAR MOHITE were appointed on 19.06.2014
and 05.06.2014 as an Additional Director of the Company and appointed
as an Independent Director of the Company for a period of five years
from the conclusion 29th AGM to the conclusion of 34th AGM. Mr. CHANDRA
MOHAN DEVDAS RAO and Mr. KAMALA CHANDRA MOHAN RAO were appointed as
Additional Director as on 23.04.2014 and resigned from the board as on
05.06.2014.
Mr. MAHENDRA GANATRA, Mr. NILESHKUMAR KAVA and Mr. MR. VIPUL TRIVEDI
were resigned as a Director of the Company with effect from 23.04.2014,
19.06.2014 and 01.07.2014.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment.
The observations made by the Auditors'' in their Auditors'' Report and
the Notes on Accounts referred to in the Auditors'' Report are
self-explanatory and do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith.
CORPORATE GOVERNANCE REPORT:
A separate report on Corporate Governance along with Auditors''
Certificate on compliance with the Corporate Governance norms and
stipulated in Clause 49 of the Listing Agreement, forming part of this
report is annexed herewith.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company has not carried out
any manufacturing activities. The foreign exchange earning on account
of the operation of the Company during the year was Rs. Nil.
LISTING:
The Company Listed with BSE Limited, Mumbai
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SWORD-EDGE COMMERCIALS LIMITED
PLACE: MUMBAI
DATE: 28.08.2014
(SAYAMAN FERNANDES)
CHAIRMAN
Mar 31, 2013
Dear Shareholders,
The Directors here by present the Twenty Eight Annual Report on
business and operations of the Company together with the Audited
statements of Accounts for the financial year ended on 31st March 2013.
REVIEW OF OPERATIONS:
During the year under review due to sluggish market condition and
financial crisis company faces huge set back. So company unable to
generate targeted revenue from the operation the Company hence total
Income was stood at Rs. 58823/- against Rs. 714575/- in the previous
year and after providing depreciation and tax company incurred net loss
of Rs. 187062/- for the year ended 31st March, 2013.
DIVIDEND:
In view of present situation, your Directors have not declared any
dividend during the year under review.
FIXED DEPOSIT:
The Company has not accepted any deposit from the public pursuant to
the provisions of Section 58A of the Companies Act, 1956.
BOARD OF DIRECTORS:
Mr. Nileshkumar Tribhovandas Kava, Director of the Company is retires
by rotation at the ensuing Annual General Meeting and being eligible
offer himself for reappointment.
AUDITORS AND AUDITORS'' REPORT:
M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors
of the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The observations
made by the Auditors'' in their Auditors'' Report and the Notes on
Accounts referred to in the Auditors'' Report are self-explanatory and
do not call for any further comments.
MANAGEMENT DISCUSSION AND ANALYSIS:
Management Discussion and Analysis forms part of the Annual Report to
the shareholders and it includes discussion on matters as required
under the provisions of Clause 49 of the listing agreement forming part
of this report is annexed herewith. The Audit Committee of the Company
has regularly reviewed internal Control System of the company.
CORPORATE GOVERNANCE REPORT:
Your Company has complied with the requirements of Clause 49 of the
Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the
Listing Agreement with the Stock Exchanges, Report on Corporate
Governance along with the Auditors'' Certificate on its compliance is
annexed separately to this Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The details of conservation of energy, technology absorption etc. as
required to be given under Section 217(1)(e) of the Companies Act 1956,
are not applicable to our Company, as our Company has not carried out
any manufacturing activities.
The foreign exchange earning on account of the operation of the Company
during the year was Rs. Nil.
PARTICULARS OF EMPLOYEES:
The statement showing particulars of employees under section 217(2A) of
the Companies Act, 1956, read with the companies (Particulars of
Employees) Rules, 1975, as amended, is not required to be given as
there were no employees coming within the purview of this section.
DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 217(2AA) of the Companies Act,
1956, the Directors of your Company confirm that:
i) in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii) the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that were reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit or
loss of the Company for that period;
iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities;
iv) Directors have prepared the accounts on a "going concern basis".
ACKNOWLEDGEMENT:
Your Directors would like to express their sincere appreciation for the
assistance and co-operation received from the Banks, Government
Authorities, Customers, and Shareholders during the year. Your
directors also wish to take on record their deep sense of appreciation
for the committed services of the employees at all levels, which has
made our Company successful in the business.
For and on Behalf of the Board
For, SWORD-EDGE COMMERCIALS LIMITED
PLACE: MUMBAI
DATE: 31.08.2013
(NILESHKUMAR KAVA)
CHAIRMAN
Mar 31, 2010
The directors have pleasure in presenting their Twenty-Forth Annual
Report and Audited Accounts for the year ended 31-3-2010
FINANCIAL RESULTS :
The working of the year ended 31st March 2010 shows a profit of Rs.
9,05,771/- after making provision for taxation, which is carried to
Balance sheet along with the profit of the earlier year Rs.
1,01,32,977/-
BOARD OF DIRECTORS :
Shri Jagdish S. Malani & Hasmukh S. Malani retires by rotation and being
eligible seeks reelection.
AUDITORS:
The Auditors retire from the office at this Annual General Meeting and
are eligible for reappointment.
OTHER INFORMATION :
The other information required u/s 217(2A)and 217 (1E) of the companies
act 1956 are not applicable as no employee was in receipt of
remuneration to the extent laid down therein.
DEMATERIALISATION OF SHARE HOLDING :
The Companies script form part of the compulsory demat segment for all
investors. The company has established connectivity with both the
depositories viz NSDL and CDSL through the register M/s Adroit
Corporate Services Pvt. Ltd. ISIN of the company is INE 093G01014.
DIRECTORS RESPONSIABLlTY STATEMENT :
Pursuant to an amendment to Section 217 of the Companies Act,1956 your
Directors give here under responsibility Statements pertaining to the
accounts of the Company.
1. In the preparation of the Annual accounts, the applicable
accounting standards have been followed along with proper explanation /
statement relating to material departures.
2. The Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of the
affairs of the Company as on 31st March. 2010 and of the Profits Loss
Account of the Company for the year ended on that date.
3. The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities
4. These accounts have been prepared on a going concern basis.
By order of the Board
CHANDRAKANT S. MALANI
JAGDISH S. MALANI
HASMUKH S. MALANI
MUKESH N. MALANI
Directors
Place: Mumbai.
Dated: The 28 th day of May 2010
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